- Amended Statement of Ownership: Solicitation (SC 14D9/A)
20 Março 2009 - 2:01PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9/A
(RULE
14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 7
PHARMANET
DEVELOPMENT GROUP, INC.
(Name of Subject Company)
PHARMANET
DEVELOPMENT GROUP, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share, and
associated Preferred Share Purchase Rights
(Title of Class of Securities)
717148100
(CUSIP Number of Class of Securities)
Jeffrey P. McMullen
Chief Executive Officer
PharmaNet Development Group, Inc.
504 Carnegie Center
Princeton, New Jersey 08540
(609) 951-6800
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices
and Communications on Behalf of the Person(s) Filing
Statement)
With copies to:
Denis Segota
Emilio Ragosa
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540
(609) 919-6633
and
Charles M. Nathan
David Kurzweil
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
o
Check the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer
This Amendment No. 7 (this Amendment No. 7)
amends and supplements the Schedule 14D-9 originally filed with the Securities
and Exchange Commission on February 12, 2009 (as amended from time to
time, the Schedule 14D-9) by PharmaNet Development Group, Inc., a
Delaware corporation (PharmaNet). The
Schedule 14D-9 relates to the tender offer which was commenced by PDGI
Acquisition Corp., a Delaware corporation (Purchaser), to purchase all
outstanding shares of common stock, par value $0.001 per share of PharmaNet,
and the associated rights to purchase shares of Series A Junior
Participating Preferred Stock, par value $0.10 per share, of PharmaNet
(collectively, the Shares), at a price of $5.00 per Share, net to the seller
in cash, without interest and less any applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase (as it
may be amended or supplemented from time to time, the Offer to Purchase) and
the related Letter of Transmittal (as it may be amended or supplemented from
time to time, the Letter of Transmittal and, together with the Offer to
Purchase, the Offer), copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B) to the Schedule 14D-9, respectively. The Offer was made in connection with the
Agreement and Plan of Merger, dated February 3, 2009 (as it may be amended
or supplemented from time to time, the Merger Agreement), by and among JLL
PharmaNet Holdings, LLC, a Delaware limited liability company and Purchasers
sole stockholder, Purchaser and PharmaNet, a copy of which is attached as Exhibit (e)(1) to
the Schedule 14D-9.
The
information in this Amendment No. 7 is incorporated by reference to all of
the applicable items in the Schedule 14D-9, except that such information
is amended and supplemented to the extent specifically provided in this Amendment
No. 7.
You
should read this Amendment No. 7 together with the Schedule 14D-9.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
ITEM
8. ADDITIONAL INFORMATION
Item 8 is hereby
amended and supplemented by adding the following:
Expiration
of the Offer; Commencement of Subsequent Offering Period
As previously
disclosed, at 12:00 midnight, New York City time, on Thursday, March 19, 2009,
the Offer expired. Based on information from the Depositary, as of 12:00
midnight, New York City time, on Thursday, March 19, 2009, a total of approximately
17,876,946 Shares (in addition to 4,636,682 Shares delivered through notices of
guaranteed delivery) were validly tendered and not withdrawn pursuant to the
Offer, representing approximately 90.3% of the currently outstanding Shares.
The number of
Shares tendered pursuant to the Offer satisfies the Minimum Condition.
Purchaser has accepted for payment all validly tendered and not withdrawn
Shares and will make payment to the Depositary for the accepted Shares
promptly.
On March 20,
2009, Parent and PharmaNet issued a joint press release announcing that
Purchaser has accepted for payment all Shares that were validly tendered and
not withdrawn prior to the Expiration Date of the Offer. Parent and PharmaNet
also announced that Purchaser has elected to provide a subsequent offering period,
which will commence immediately and will expire at 5:00 p.m., New York
City time, on March 27, 2009 (the Subsequent Offering Period). The full
text of the press release is attached as Exhibit (a)(5)(F) to this Schedule
14D-9 and is incorporated herein by reference.
All Shares validly
tendered during the Subsequent Offering Period will be accepted and stockholders
who tender their Shares pursuant to the Offer during the Subsequent Offering
Period will receive the same Offer Price paid to tendering stockholders who
tendered their Shares pursuant to the Offer during the offering period. The
procedures for accepting the Offer and tendering Shares during the Subsequent
Offering Period are the same as those described for the Offer, except that (i) the
guaranteed delivery procedures may not be used during the Subsequent Offering
Period and (ii) Shares tendered during the Subsequent Offering Period may
not be withdrawn.
ITEM
9. EXHIBITS
Item 9 is
hereby amended and supplemented as follows:
Exhibit No.
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Description
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(a)(5)(F)
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Joint Press Release, dated March 20, 2009 of Parent and
Purchaser (incorporated by reference to Exhibit (a)(5)(C) to the
Schedule TO filed on March 20, 2009).
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2
SIGNATURES
After due inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: March 20, 2009
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PHARMANET DEVELOPMENT GROUP, INC.
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By:
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/s/ John P. Hamill
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Name:
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John P. Hamill
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Title:
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EVP and Chief Financial Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated February 12, 2009 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO filed by
Parent and Purchaser on February 12, 2009 (the Schedule TO)).
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(a)(1)(B)
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Form of Letter of Transmittal (incorporated by reference to
Exhibit (a)(1)(B) to the Schedule TO).
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery (incorporated by reference
to Exhibit (a)(1)(C) to the Schedule TO).
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and
other Nominees (incorporated by reference to Exhibit (a)(1)(D) to
the Schedule TO).
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(1)(E) to the Schedule TO).
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(a)(1)(F)
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Internal Revenue Service Form W-9 (Request for Taxpayer
Identification Number and Certification), including instructions for
completing the form (incorporated by reference to
Exhibit (a)(1)(F) to the Schedule TO).
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(a)(1)(G)
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Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder*
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(a)(2)
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Letter to Stockholders from the Chief Executive Officer of the
Company, dated February 12, 2009.*
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(a)(5)(A)
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Summary Advertisement published in the
Wall Street Journal
on February 12, 2009
(incorporated by reference to Exhibit (a)(1)(I) to the
Schedule TO).
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(a)(5)(B)
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Joint Press Release, dated February 3, 2009, of the Company and
Parent regarding execution of the Agreement and Plan of Merger (incorporated
by reference to Exhibit 99.1 to the Companys Current Report on
form 8-K filed on February 3, 2009).
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(a)(5)(C)
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Joint Press Release, dated February 12, 2009 of PharmaNet and
Parent (incorporated by reference to Exhibit (a)(1)(H) to the
Schedule TO).
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(a)(5)(D)
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Press Release, dated March 13, 2009 of Parent (incorporated by
reference to Exhibit (a)(5)(A) to the Schedule TO).
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(a)(5)(E)
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Press Release, dated March 18, 2009 of Parent (incorporated by
reference to Exhibit (a)(5)(B) to the Schedule TO).
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(a)(5)(F)
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Joint Press Release, dated March 20, 2009 of Parent and
Purchaser (incorporated by reference to Exhibit (a)(5)(C) to the
Schedule TO filed on March 20, 2009).
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(e)(1)
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Agreement and Plan of Merger, dated as of February 3, 2009,
among Parent, Purchaser and the Company (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K filed on
February 3, 2009).
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(e)(2)(A)
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Amended and Restated Employment Agreement, dated as of
December 16, 2008, effective as of December 31, 2008, by and
between the Registrant and Jeffrey P. McMullen (incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K which was filed
on February 11, 2009).
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(e)(2)(B)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and John P. Hamill
(incorporated by reference to Exhibit 10.2 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(2)(C)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Thomas J.
Newman, M.D. (incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K which was filed on February 11, 2009).
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(e)(2)(D)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Mark Di Ianni
(incorporated by reference to Exhibit 10.4 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(2)(E)
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Amended and Restated Employment Agreement, dated as of
December 31, 2008, by and between the Registrant and Robin C.
Sheldrick (incorporated by reference to Exhibit 10.5 to the Companys
Form 8-K which was filed on February 11, 2009).
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(e)(3)
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Confidentiality Agreement, dated as of December 1, 2008, by and
between the Company and JLL Partners, Inc.*
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(g)(3)
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Section 262 of the Delaware General Corporation Law*
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(g)(4)
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Memorandum to All Employees Holding Options or Restricted Stock Units
Under the PharmaNet Stock Plans*
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(g)(5)
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Memorandum to All Employees Holding Shares Purchased Under the ESPP*
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(g)(6)
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Memorandum to Holders of Restricted Stock Units Which Vest on
March 4, 2009*
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* Previously filed with the
Schedule 14D-9, as amended.
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